M&T
      BANK


Manufacturers
      and Traders Trust Company


**TERM
      LINE NOTE**


**Maryland**




July
                  __, 2006
              $1,300,000.00


**BORROWER** :  Payments,
      Inc., a New York corporation


and


DCAP
      Group, Inc., a Delaware corporation





with
      its primary place of business located at:


1158
      Broadway


Hewlett,
      New York 11557


Attention:  Barry
      B.
      Goldstein





**BANK:**
            MANUFACTURERS
                AND TRADERS TRUST COMPANY, a New York banking corporation with its
                banking
                offices at One M&T Plaza, Buffalo, NY 14203 Attention: Office of the
                General Counsel.





**Promise
      to Pay.** For
      value received, intending to be legally bound, Borrower promises to pay to
      the
      order of the Bank, on the dates set forth below, the principal sum of One
      Million Three Hundred Thousand Dollars ($1,300,000.00) (the “Principal”) plus
      interest as agreed below and all fees and costs (including without limitation
      attorneys’ fees and disbursements whether for internal or outside counsel) the
      Bank incurs in order to collect any amount due under this Note, to negotiate
      or
      document a workout or restructuring, or to preserve its rights or realize upon
      any guaranty or other security for the payment of this Note
      (“Expenses”).





**Financing
      Agreement; Financing Documents.** This
      Note
      is the “Term Line Note” described in an Amended and Restated Financing and
      Security Agreement of even date herewith by and between the Borrower and the
      Lender (as amended, modified, restated, substituted, extended and renewed at
      any
      time and from time to time, the “Financing Agreement”). The indebtedness
      evidenced by this Note is included within the meaning of the term “Obligations”
as defined in the Financing Agreement. This Note is one of the “Financing
      Documents” (as that term is defined in the Financing Agreement). All capitalized
      terms used herein and not otherwise defined shall have the meaning set forth
      in
      the Financing Agreement.





**Interest.** The
      unpaid Principal of this Note shall earn interest calculated on the basis of
      a
      360-day year for the actual number of days of each year (365 or 366), from
      and
      including the date the proceeds of this Note are disbursed to, but not
      including, the date all amounts hereunder are paid in full, at a rate per year
      as set forth in Section 2.4.1 (Applicable Interest Rate -Term Line) of the
      Financing Agreement.





**Maximum
      Legal Rate.** It is
      the intent of the Bank and Borrower that in no event shall interest be payable
      at a rate in excess of the maximum rate permitted by applicable law (the
“Maximum Legal Rate”). Solely to the extent necessary to prevent interest under
      this Note from exceeding the Maximum Legal Rate, Borrower agrees that any amount
      that would be treated as excessive under a final judicial interpretation of
      applicable law shall be deemed to have been a mistake and automatically
      canceled, and, if received by the Bank, shall be refunded to Borrower, without
      interest.





**Default
      Rate.** If an
      Event of Default (defined below) occurs, the interest rate on the unpaid
      Principal shall immediately be automatically increased to the Post-Default
      Rate
      as set forth in the Financing Agreement.





**Repayment
      of Principal and Interest; Late Charge.** Payments
      shall be made in immediately available United States funds at any banking office
      of the Bank. Interest will continue to accrue until payment is actually
      received. Payments may be applied in any order in the sole discretion of the
      Bank but, prior to default, shall be applied first to past due interest,
      Expenses, late charges and principal, then to current interest, Expenses, late
      charges and principal, and last to remaining principal.




The
      Maturity Date of this Note is the Term Line Maturity Date (as defined in the
      Financing Agreement).




o  Borrower
      shall pay the entire Principal on the Maturity Date. In addition, until the
      outstanding Principal is paid in full, payments of all accrued and unpaid
      interest in amounts which will vary will become due and payable on the
      _________________ day of each:


o month o quarter o year
      commencing on _________________________, 20____.





x  Borrower
      shall pay the Principal in o monthly x quarterly o annual
      installments commencing on September 1, 2006 and on the first day of each o month x quarter o year
      thereafter consisting of equal installments each in the amount of $130,000.00
      and ONE (1) FINAL INSTALLMENT on the Maturity Date in an amount equal to the
      outstanding Principal together with all other amounts outstanding hereunder
      including, without limitation, accrued interest, costs and expenses. In
      addition, until the outstanding Principal is paid in full, payments of all
      accrued and unpaid interest in amounts which will vary will become due and
      payable on the first day of each: x month o quarter o year
      commencing on August 1, 2006.





o  Borrower
      shall pay Principal and interest in __________________ consecutive level o monthly o quarterly o annual
      installments consisting of both Principal and interest, amortized over a period
      of________ years, commencing on _________________________, 20____ and on
      the ________________ day of each  o  month  o  quarter  o  year
      thereafter consisting of ______________ equal installments of Principal and
      interest each in the amount of $_______________________and ONE (1) FINAL
      INSTALLMENT on the Maturity Date in an amount equal to the outstanding Principal
      together with all other amounts outstanding hereunder including, without
      limitation, accrued interest,


1


costs
      and
      expenses.**PLEASE NOTE:**The
      Final
      Installment may be higher than expected if any payment is received after its
      due
      date. Furthermore, to the extent that (i) the repayment terms of this Note
      contemplate level installments of Principal and interest during any period
      in
      which the applicable interest rate is a variable rate (“Variable Rate P&I
      Period”), and (ii) during any such Variable Rate P&I Period, the applicable
      interest rate changes in accordance with the terms of this Note, the following
      provisions shall apply: (a) if the amount of accrued interest during any
      installment period shall exceed the amount of Borrower’s scheduled installment
      of Principal and interest for that period, the amount of the installment due
      and
      payable to the Bank for that period shall be adjusted (i.e., increased) to
      equal
      the amount of interest accrued for that period, so as to avoid negative
      amortization; and (b) in all other instances of applicable interest rate
      fluctuation during a Variable Rate P&I Period, Borrower’s scheduled
      installment of Principal and interest will remain the same and, in such
      instances where the applicable interest rate increases, result in a greater
      portion of such installment amount being applied to interest due, leaving less
      available to reduce the Principal balance. Borrower understands that each
      scenario will result in a higher than expected Principal balance due and payable
      to the Bank on the Maturity Date, and agrees that, absent manifest error, the
      Bank’s determination of any amount due in connection herewith shall be
      conclusive.




**Prepayment
      Premium.** During
      the term of this Note, Borrower shall have the option of paying the unpaid
      Principal to the Bank in advance of the Maturity Date, as set forth in Section
      2.2.6 (Optional Prepayments of Term Line) of the Financing Agreement.





**Representations,
      Warranties and Covenants.** Borrower
      represents, warrants and acknowledges to, and agrees and covenants with, the
      Bank that now and until this Note is paid in full:





**a.**  **Business
      Purpose.** This
      Note evidences a commercial loan and an extension of credit for a commercial
      purpose within the meaning of the Commercial Law Article of the Annotated Code
      of Maryland, and the loan proceeds shall be used only for a business purpose
      and
      not for any personal, family or household purpose **.**





**b.**  **Good
      Standing; Authority.** Borrower
      is an entity (i) duly organized and existing and in good standing under the
      laws
      of the jurisdiction in which it was formed, (ii) duly qualified, in good
      standing and authorized to do business in every jurisdiction in which failure
      to
      be so qualified might have a material adverse effect on its business or assets
      and (iii) has the power and authority to own each of its assets and to use
      them
      as contemplated now or in the future.





**c.**  **Legality.** The
      execution, issuance, delivery to the Bank and performance by Borrower of this
      Note (i) are in furtherance of Borrower’s purposes and within its power and
      authority; (ii) do not (a) violate any statute, regulation or other law or
      any
      judgment, order or award of any court, agency or other governmental authority
      or
      of any arbitrator or (b) violate Borrower’s certificate of incorporation or
      other governing instrument, constitute a default under any agreement binding
      on
      Borrower, or result in a lien or encumbrance on any assets of Borrower; and
      (iii) have been duly authorized by all necessary corporate or partnership
      action.





**d.**  **Compliance.** The
      Borrower conducts its business and operations and the ownership of its assets
      in
      compliance with each applicable statute, regulation and other law, including
      without limitation environmental laws. All approvals, including without
      limitation authorizations, permits, consents, franchises, licenses,
      registrations, filings, declarations, reports and notices (the “Approvals”)
      necessary to the conduct of Borrower’s business and for Borrower’s due issuance
      of this Note have been duly obtained and are in full force and effect. The
      Borrower is in compliance with all conditions of each Approval.





**e.**  **Financial
      and Other Information.** For each
      year until this Note is paid in full, Borrower shall provide to the Bank in
      form
      and number of copies and by accountants satisfactory to the Bank, such financial
      information as required by the Financing Agreement.





**f.**  **Accounting;
      Tax Returns and Payment of Claims.** Borrower
      will maintain a system of accounting and reserves in accordance with generally
      accepted accounting principles, has filed and will file each tax return required
      of it and, except as disclosed in an attached schedule, has paid and will pay
      when due each tax, assessment, fee, charge, fine and penalty imposed by any
      taxing authority upon Borrower or any of its assets, income or franchises,
      as
      well as all amounts owed to mechanics, materialmen, landlords, suppliers and
      the
      like in the ordinary course of business.





**g.**  **Title
      to Assets; Insurance.** Borrower
      has good and marketable title to each of its assets free of security interests
      and mortgages and other liens except as disclosed in its financial statements
      or
      on a schedule attached to this Note or pursuant to the Bank’s prior written
      consent. Borrower will maintain its property in good repair and will maintain
      and on request provide the Bank with evidence of insurance coverage satisfactory
      to the Bank including without limitation fire and hazard, liability, worker’s
      compensation and business interruption insurance and flood hazard insurance
      as
      required.





**h.**  **Judgments
      and Litigation.** There is
      no pending or threatened claim, audit, investigation, action or other legal
      proceeding or judgment, order or award of any court, agency or other
      governmental authority or arbitrator (each an “Action”) which involves Borrower
      or its assets and might have a material adverse effect upon Borrower or threaten
      the validity of this Note or any related document or transaction. Borrower
      will
      immediately notify the Bank in writing upon acquiring knowledge of any such
      Action.





**i.**  **Notice
      of Change of Address and of Default.** Borrower
      will immediately notify the Bank in writing (i) of any change in its address
      or
      of the location of any collateral securing this Note, (ii) of the occurrence
      of
      any Event of Default defined below, (iii) of any material change in Borrower’s
      ownership or management and (iv) of any material adverse change in Borrower’s
      ability to repay this Note.





**j.**  **No
      Transfer of Assets.** Until
      this Note is paid in full, Borrower shall not without the prior written consent
      of the Bank (i) sell or otherwise dispose of substantially all of its assets,
      (ii) acquire substantially all of the assets of another entity, (iii) if it
      is a
      corporation, participate in any merger, consolidation or other absorption or
      (iv) agree to do any of these things.





**Events
      of Default.** The
      following constitute an event of default (“Event of Default”): (i) failure by
      Borrower to make any payment when due (whether at the stated maturity, by
      acceleration or otherwise) of the amounts due under this Note, the Financing
      Agreement or the other Financing




2




Documents,
      or any part thereof, or there occurs any event or condition which after notice,
      lapse of time or both will permit such acceleration; (ii) Borrower defaults
      in
      the performance of any covenant or other provision with respect to this Note,
      the Financing Agreement, or any other agreement between Borrower and the Bank
      or
      any of its affiliates or subsidiaries (collectively, “Affiliates”); (iii)
      Borrower fails to pay when due (whether at the stated maturity, by acceleration
      or otherwise) any indebtedness for borrowed money owing to the Bank (other
      than
      under this Note), any third party or Affiliate or the occurrence of any event
      which could result in acceleration of payment of any such indebtedness or the
      failure to perform any agreement with any third party or Affiliate; (iv) the
      reorganization, merger, consolidation or dissolution of Borrower (or the making
      of any agreement therefor); the sale, assignment, transfer or delivery of all
      or
      substantially all of the assets of Borrower to a third party; or the cessation
      by Borrower as a going business concern; (v) the death or judicial declaration
      of incompetency of Borrower, if an individual; (vi) failure to pay, withhold
      or
      collect any tax as required by law; the service or filing against Borrower
      or
      any of its assets of any lien (other than a lien permitted in writing by the
      Bank), judgment, garnishment, order or award; (vii) if Borrower becomes
      insolvent or is generally not paying its debts as such debts become due; (viii)
      the making of any general assignment by Borrower for the benefit of creditors;
      the appointment of a receiver or similar trustee for Borrower or its assets;
      or
      the making of any, or sending notice of any intended, bulk sale; (ix) Borrower
      commences, or has commenced against it, any proceeding or request for relief
      under any bankruptcy, insolvency or similar laws now or hereafter in effect
      in
      the United States of America or any state or territory thereof or any foreign
      jurisdiction or any formal or informal pro-ceeding for the dissolution or
      liquidation of, settlement of claims against or winding up of affairs of
      Borrower; (x) any representation or warranty made in this Note, the Financing
      Agreement, any related document, any agreement between Borrower and the Bank
      or
      any Affiliate or in any financial statement of Borrower proves to have been
      misleading in any material respect when made; Borrower omits to state a material
      fact necessary to make the statements made in this Note, the Financing
      Agreement, any related document, any agreement between Borrower and the Bank
      or
      any Affiliate or any financial statement of Borrower not misleading in light
      of
      the circumstances in which they were made; or, if upon the date of execution
      of
      this Note, there shall have been any material adverse change in any of the
      facts
      disclosed in any financial statement, representation or warranty that was not
      disclosed in writing to the Bank at or prior to the time of execution hereof;
      (xi) any pension plan of Borrower fails to comply with applicable law or has
      vested unfunded liabilities that, in the opinion of the Bank, might have a
      material adverse effect on Borrower’s ability to repay its debts; (xii) an
      adverse change in the Borrower, its business, assets, operations, management,
      ownership, affairs or condition (financial or otherwise) from the status shown
      on any financial statement or other document submitted to the Bank or any
      Affiliate, and which change the Bank determines will have a material adverse
      effect on (a) the Borrower, its business, assets, operations or condition
      (financial or otherwise), or (b) the ability of the Borrower to pay or perform
      any obligation to the Bank; (xiii) the occurrence of any event described in
      sub-paragraph (i) through and including (xii) hereof with respect to any
      guarantor or any other party liable for, or whose assets or any interest therein
      secures, payment of any of the amounts due under this Note; (xiv) Borrower
      fails
      to supply new or additional collateral within ten (10) days of request by the
      Bank; or (xv) the Bank in good faith deems itself insecure with respect to
      payment or performance under this Note, the Financing Agreement or any of the
      other Financing Documents.





**Rights
      and Remedies Upon Default.** Upon the
      occurrence of any Event of Default, the Bank without demand of performance
      or
      other demand, presentment, protest, advertisement or notice of any kind (except
      any notice required by law) to or upon the Borrower or any other person (all
      and
      each of which demands, presentments, protests, advertisements and notices are
      hereby waived), may exercise all rights and remedies under the Borrower’s
      agreements with the Bank or its Affiliates, applicable law, in equity or
      otherwise and may declare all or any part of any amounts due hereunder not
      payable on demand to be immediately due and payable without demand or notice
      of
      any kind and terminate any obligation it may have to grant any additional loan,
      credit or other financial accommodation to the Borrower. All or any part of
      any
      amounts due hereunder whether or not payable on demand, shall be immediately
      due
      and payable automatically upon the occurrence of an Event of Default in
      sub-paragraph (ix) above, or at the Bank’s option, upon the occurrence of any
      other Event of Default. The provisions hereof are not intended in any way to
      affect any rights of the Bank with respect to any amounts due hereunder which
      may now or hereafter be payable on demand.





**Right
      of Setoff.** The Bank
      shall have the right to set off against the amounts owing under this Note any
      property held in a deposit or other account with the Bank or any Affiliates
      or
      otherwise owing by the Bank or any Affiliate in any capacity to Borrower or
      any
      Guarantor or endorser of this Note. Such setoff shall be deemed to have been
      exercised immediately at the time the Bank or such Affiliate elects to do
      so.





**Miscellaneous.** This
      Note, together with any related loan and security agreements and guaranties,
      contains the entire agreement between the Bank and Borrower with respect to
      the
      Note, and supersedes every course of dealing, other conduct, oral agreement
      and
      representation previously made by the Bank. All rights and remedies of the
      Bank
      under applicable law and this Note or amendment of any provision of this Note
      are cumulative and not exclusive. No single, partial or delayed exercise by
      the
      Bank of any right or remedy shall preclude the subsequent exercise by the Bank
      at any time of any right or remedy of the Bank without notice. No waiver or
      amendment of any provision of this Note shall be effective unless made
      specifically in writing by the Bank. No course of dealing or other conduct,
      no
      oral agreement or representation made by the Bank, and no usage of trade, shall
      operate as a waiver of any right or remedy of the Bank. No waiver of any right
      or remedy of the Bank shall be effective unless made specifically in writing
      by
      the Bank. Borrower agrees that in any legal proceeding, a copy of this Note
      kept
      in the Bank’s course of business may be admitted into evidence as an original.
      This Note is a binding obligation enforceable against Borrower and its
      successors and assigns and shall inure to the benefit of the Bank and its
      successors and assigns. If a court deems any provision of this Note invalid,
      the
      remainder of the Note shall remain in effect. Section headings are for
      convenience only. Singular number includes plural and neuter gender includes
      masculine and feminine as appropriate.





**Notices.** Any
      demand or notice hereunder or under any applicable law pertaining hereto shall
      be in writing and duly given if delivered to Borrower (at its address on the
      Bank’s records) or to the Bank (at the address on page one and separately to the
      Bank officer responsible for Borrower’s relationship with the Bank). Such notice
      or demand shall be deemed sufficiently given for all purposes when delivered
      (i)
      by personal delivery and shall be deemed effective when delivered, or (ii)
      by
      mail or courier and shall be deemed effective three (3) business days after
      deposit in an official depository maintained by the United States Post Office
      for the collection of mail or one (1) business day after delivery to a
      nationally recognized overnight courier service ( *e.g.,* Federal
      Express). Notice by e-mail is not valid notice under this or any other agreement
      between Borrower and the Bank.





**Joint
      and Several.** If there
      is more than one Borrower, each of them shall be jointly and severally liable
      for all amounts and obligations which become due under this Note and the term
      “Borrower” shall include each as well as all of them.


3


**Governing
      Law; Jurisdiction.** This
      Note has been delivered to and accepted by the Bank and will be deemed to be
      made in the State of Maryland. Except as otherwise provided under federal law,
      this Note will be interpreted in accordance with the laws of the State of
      Maryland excluding its conflict of laws rules. **BORROWER
      HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR
      FEDERAL COURT IN THE STATE OF MARYLAND WHERE THE BANK MAINTAINS A BRANCH AND
      CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND
      AT
      BORROWER’S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT
      NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE BANK FROM BRINGING ANY ACTION,
      ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER
      INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN
      ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC
      JURISDICTION.** Borrower
      acknowledges and agrees that the venue provided above is the most convenient
      forum for both the Bank and Borrower. Borrower waives any objection to venue
      and
      any objection based on a more convenient forum in any action instituted under
      this Note.





**Waiver
      of Jury Trial. BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE BANK MAY HAVE
      IN
      ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE
      OR
      THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO
      REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
      THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY
      TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER
      INTO
      THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS
      SECTION.**





**Power
      to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF
      RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR
      BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES
      OF
      JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR THE
      ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER
      AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY’S COMMISSION
      OF THE GREATER OF TEN PERCENT (10%) OF SUCH PRINCIPAL AND INTEREST OR $1,000
      ADDED AS A REASONABLE ATTORNEY’S FEE, AND FOR DOING SO THIS NOTE OR A COPY
      VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER
      WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL
      AND
      ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE
      NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE
      AT
      THE DEFAULT RATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT,
      OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR
      NOT
      ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID,
      BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME
      TO
      TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE
      RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.**  **THE
      PROVISIONS OF THIS SECTION DO NOT APPLY TO ANY LOAN EVIDENCED BY THIS NOTE
      THAT
      IS WITHIN THE SCOPE OF THE SECTION ENTITLED “SPECIAL PROVISIONS - LOANS OF
      $75,000 OR LESS” AND MADE TO AN INDIVIDUAL OR SOLE PROPRIETOR
      BORROWER.**





**Preauthorized
      Transfers from Deposit Account.** If
      a
      deposit account number is provided in the following blank Borrower hereby
      authorizes the Bank to debit Borrower’s deposit account
      #______________________________with the Bank automatically for any amount which
      becomes due under this Note.





**Acknowledgment.** Borrower
      acknowledges that it has read and understands all the provisions of this Note,
      including the **Confession
      of Judgment, Governing Law, Jurisdiction** and **Waiver of Jury**  **Trial** ,
      and has
      been advised by counsel as necessary or appropriate.





**WITNESS** the due
      execution hereof as a SEALED INSTRUMENT the day and year first above
      written.




**BORROWERS:**
                PAYMENTS,
                  INC.______________(SEAL)
              BY:_______________________(SEAL)
                Name:
                  _____________________
                Title:
                  ______________________DCAP
                  GROUP, INC.______________(SEAL)
              BY:_______________________(SEAL)
                Name:
                  _____________________
                Title:
                  ______________________









**[Acknowledgements
      Follow on Next Page]**




4


**ACKNOWLEDGMENT**





STATE
      OF
      _________________ )


:
      SS.


COUNTY
      OF
      _______________ )





On
      the
      __________ day of July, in the year 2006, before me, the undersigned, a Notary
      Public in and for said State, personally
      appeared______________________________________, personally known to me or proved
      to me on the basis of satisfactory evidence to be the individual(s) whose
      name(s) is (are) subscribed to the within instrument and acknowledged to me
      that
      he/she/they executed the same in his/her/their capacity(ies), and that by
      his/her/their signature(s) on the instrument, the individual(s), or the person
      upon behalf of which the individual(s) acted, executed the
      instrument.





Notary
      Public











STATE
      OF
      _________________ )


:
      SS.


COUNTY
      OF
      _______________ )





On
      the
      __________ day of July, in the year 2006, before me, the undersigned, a Notary
      Public in and for said State, personally
      appeared______________________________________, personally known to me or proved
      to me on the basis of satisfactory evidence to be the individual(s) whose
      name(s) is (are) subscribed to the within instrument and acknowledged to me
      that
      he/she/they executed the same in his/her/their capacity(ies), and that by
      his/her/their signature(s) on the instrument, the individual(s), or the person
      upon behalf of which the individual(s) acted, executed the
      instrument.





Notary
      Public




















FOR
      BANK
      USE ONLY





Authorization
      Confirmed:


Disbursement
      of Funds:





Credit
      A/C  # ____________________  Off
      Ck  #_________________ Payoff
      Obligation  #__________________


$ ____________________ $__________________    $___________________